The Butler's Brush or Painting Miss Babcock
by EspoirDio
Summary: When an artist decides he wants to paint C.C. naked, Niles reaches the conclusion that he can't allow that and takes matters into his own hands.
1. Chapter 1

**Hello, Hello! Yes...yes...I've written another "M"! It just suddenly came to me while I was writing chapter 20 for 20 years...but since I didn't really think this appropriate for that particular story, I now turned it into a separate Let me know what you guys think, coz I do have ideas for a part 2, just need to know if anyone would be interested!;)**

**Disclaimer: I own nothing but do love to play with Niles and C.C.!;) **

**The Butler's Brush or Painting Miss Babcock**

**Part 1**

It all started harmlessly enough one warm summer's day in New York City. Niles was outside on the terrace, serving tea for Maxwell Sheffield, his wife Fran and C.C. Babcock. They had been joined by Arthur McDougal, a promising new artist whom Maxwell had met on the opening night of his latest play. McDougal, a tall dark man in his thirties, had had the good taste of enjoying the play and had spent countless minutes complimenting Maxwell.

"So Arthur, what kinda artist are ya?" Fran asked, her mouth still filled with black forest gateau.

Niles cringed inwardly; he had spent hours preparing that cake, was it too much to ask that she'd enjoy it? He shook his head; it looked as if she was attempting to swallow it whole.

"Nanny Fine, do you never read the paper?" C.C. asked patronizingly.

"Sheffield, it's Mrs. Sheffield now," Fran replied, wearing a triumphant grin "and of course I have. Glamour, Cosmopolitan…"

"I think she meant the newspaper, darling."

"The New York Times, Boston Globe etc." Niles offered.

"Meanwhile, how does that answa my question?" Fran suddenly asked loudly.

"He paints, Nanny Fine," C.C. explained, ignoring the other woman's glare "he's very well known now for his nude paintings."

"And you would know, that's as close to a sex life as you get." Niles chimed in, grinning at the blonde.

"Niles!" instantly two male voices bellowed.

"Your butler clearly doesn't know how to address a lady." Arthur criticized, his attention solely on C.C.

"Oh I do, but you have to show me one first."

He saw the fire that he so loved in C.C.'s eyes, but was disappointed to find that she didn't except this clear opportunity for their usual banter. Instead she seemed very intent on fulfilling the other man's expectations by behaving like a proper lady. Somehow this ticked Niles off, more than the arrogant artist himself.

"Don't listen to him," Arthur meanwhile consoled C.C. "he just doesn't understand what a beautiful, sexy woman you are."

C.C. was clearly overwhelmed by the sudden interest in her person and began to giggle, a sound Niles had heard her make every time she was flattered, but a sound, nonetheless, that felt unnatural to him.

"As a matter of fact, there is something I've been wanting to ask you ever since I laid eyes on you," Arthur continued, suddenly appearing shy "but I've always been too nervous. How would you like to sit for one of my paintings?"

"You- you want to paint me?" C.C. stammered.

"Naked?" Niles added, whose voice sounded just as high-pitched as hers.

"Not only naked, her body is too beautiful to simply be enjoyed on canvas. I'd like to use body paint, you'll be a wonderful piece of art."

"Arthur, I don't know what to say." C.C. mumbled.

"I'm pretty sure you'll change your mind once you've seen her naked." Niles snapped, furious with the man.

"I doubt that." Arthur replied haughtily.

"Yes, I would love to help you out." C.C. suddenly said, determined to show Niles that at least one man was interested in her.

"Wonderful, I'm afraid I'll have to go now." Arthur excused himself, placing a soft kiss on the back of C.C.'s hand.

"I'll see you to the door." she said, smiling at him as she handed him her business card.

Making sure they were out of earshot, Maxwell said: "Well, that was quite something."

"I'll say, that cheeky little bastard." Niles agreed.

"I'm stunned!" Fran exclaimed "He neva asked to see _me_ naked!"

* * *

The recent developments affected Niles more than he led on in the presence of other people. As hard as he tried to convince himself that McDougal was simply a smooth-talker who had no real interest in C.C. whatsoever, he still got incredibly jealous by the mere thought of the artist's eyes taking in her naked body. And that wasn't all…body paint equaled touching. That night he had a difficult times falling asleep, and when he finally did, his dreams were filled with images of a naked C.C. standing alone in a deserted art studio, goose bumps covering her skin and her nipples hard in the cold. Awaking with a start he reached the realization that he couldn't possibly allow anything remotely like this to happen and so a plan began to manifest itself in his mind.

The following day while he was on his lunch break he took the tube to a nearby art studio. He knew that the painter only used it at certain times and was quite happy to make more money by renting the place. So Niles, who had found out the date of C.C.'s appointment, hurriedly rented the loft for an earlier time. It was quite costly, but where his love for the blonde spitfire was concerned, no expenses were too big. In the week that was to come he also hired a secretary who would call C.C. and who would talk to her on the day as well. Niles couldn't quite believe how smoothly he lied, telling her that C.C. was his wife and he wanted to spice things up a little.

* * *

Saturday late afternoon had finally arrived and C.C. was standing in front of the building that her painting session was supposed to take place at. She was late and very aware of it, for she had spent an abnormally long amount of time pondering what to wear. It couldn't be too complicated, in case she had to get undressed quickly and so she had picked a red satin blouse and long, black business pants, combined with her regular stiletto heels. Taking another deep breath she forced herself to enter the building and was instantly greeted by a petite blonde woman.

"Hello, you must be Miss Babcock."

"Yes." C.C. answered, smiling tensely.

"We spoke on the telephone, just follow me, Mr. McDougal is already waiting for you."

As they took the elevator up to the loft, C.C. found herself tapping nervously against the mirror. The loft they entered was completely deserted apart from a few paintings that were hung up on the wall. The click of her heels against the hardboard floor echoed through the silence as she made her way towards a little stage over which a white sheet had been placed.

"Just try to relax, Miss Babcock." The secretary said happily "Mr. McDougal will be with you in a moment, but he left me with some instructions. First of all he wants you to be blindfolded so that you can't see the piece till the end and he also wants you to know that he won't talk, as it will only distract him. Is that alright?"

C.C. nodded numbly, not wanting to ruin her chances with a man who actually wanted to see her naked.

"So um… do I take my clothes off now, or?" she asked shyly.

"No, not yet, just follow Mr. McDougal and now for the blindfold."

And she pulled a black ribbon out of her pocket. C.C. swallowed and bent down to allow the other woman to blindfold her.

"Have fun!" the secretary happily said, before bouncing out of the room, leaving C.C. in utter darkness.

Every noise seemed amplified in volume and the suspense combined with her nervousness sent chills down her spine. Finally she perceived the steady rhythm of footsteps, walking her way.

"Arthur?" she whispered, but he didn't answer.

Niles was standing in front of her, admiring her beauty. The obvious anxiety in her voice had caught him off guard and he wondered, guiltily, if he should really go ahead with this. But then he shook his head… this was the only chance he would get to make her understand. It was time to commit the most sinful act, the moment for the most exquisite seduction of them all. Not wanting to scare her he quietly took her hand in his and guided her towards the stage. After she had sat down, he carefully placed one hand at the nape of her neck and gently pushed her to lie down with the other. As he hovered above her she could feel the warmth radiating from his body and for one crazy minute wondered if he was naked. Her question was answered a moment later when first he tenderly cupped her face, before guiding her hands to his naked torso. She could feel his heart beating rapidly and was relieved to find that he was nervous as well. After he had let go off her hands he slowly began to unbutton her blouse and every movement seemed so meaningful she felt herself getting turned on. He quickly lifted her body towards him, her bra-clad breasts pressing against his chest, to take off her blouse completely, before opening the clasp of her bra. Niles found it very difficult not to express just how sexy he found her, lying there in front of him, half naked. He bent down to pick up the paint pots as well as the brush he had placed beside the bed, more than ready to begin working on her. At first he drew a streak of blue down her right arm and she gasped when the cold paint came in contact with her skin, but then he replaced the cold by caressing her arm with his warm hands. Then he moved on, dunking two fingers in the green paint pot, before drawing them across her collarbones. As he reached for the paintbrush again he knew that this would be the moment in which C.C. would either push him off, or let him continue. He used it to draw a circle of red around her breasts, before softly twirling the brush over her nipple, causing it to harden immediately. C.C. bit back a moan, certain that he was only doing his work, completely unaware of how arousing this was. But when he began to repeat the action with her other breast, while massaging her right one with his soft, warm hands, she was having trouble rationalizing this. A moment later she was also becoming very aware of his knee that was pressing against her core in a slow but steady rhythm. He was trying to turn her on- and it worked! The minute the first low moan escaped her throat she knew that there was no going back now. Niles' multicolored hands were moving over her stomach in tender caresses and her moaning which mingled with his panting was making him hard. Breaking the contact he kneeled down in front of the stage to open the clasp of her stiletto heels, before carefully sliding them from her delicate feet. Afterwards he opened her pants and lifted her body up to get rid of them completely. Then he picked the paintbrush up again and began to slowly move it along the inside of her thighs. C.C. elicited a number of sighs and wondered what he would get up to next, when she suddenly felt the stick end of the paintbrush pressing against her core. Niles was moving it in delicious circles over her clit, which became more and more pronounced against the fabric of her panties.

"Oh God." she moaned, arching her back and digging her nails into the white sheets.

Niles ignored the wonderful opportunity of driving her over the edge, and instead tried to relieve her tension by pulling her body against his. She responded immediately, by exploring his chest with her hands, feeling every nuance and sinew of it and through the cloud of her delirious mind came the sudden realization that this man's shoulders were too broad to belong to Arthur. Hurriedly pushing them away she lowered her lips to his skin, licking and nipping her way down to the hollow of his neck. Her actions were quite forward, but they had crossed the threshold long ago and even if this was still a game, it was a dangerous one nonetheless. C.C. hands were wandering down his back and her teeth grazed his earlobe causing him to moan loudly. Realising that he might just have given himself away, he instantly pushed her back down and retrieved the paintbrush. Noting that C.C. seemed completely oblivious, he pulled her panties to one side and guided the brush over her outer lip.

"Fuck…" she whimpered, her entire body trembling.

Despite his better judgment he lowered his lips to her clit, teasing it with his tongue, unable to resist the urge to taste her. Moving away from her he lifted up her legs to rest on either one of his shoulders and ran the paintbrush from her lips to her thighs. Another shivering wave of pleasure crashed over her and she willed herself to move her legs away. Then she ran one foot down his chest until it reached his hard dick, massaging it with the ball of her foot. He moaned again, nearing the edge at rapid speed but tried to control himself, because he had to tell her about this game of deception. Sensing his hesitation, she used that moment to feel for his shoulders and flip him over, so that he came to lie on his back, with her on top, straddling him.

"I know it's you." she whispered huskily, before she eased herself onto him, crying out with pleasure once he was fully inside her.

With her knees on either side of him, she was in full control of the rhythm and the movements and she intended to ride him hard.

"Oh God, C.C." he groaned, wrapping his arms around her back and pulling her closer to suck and kiss her nipples.

Increasing the speed she ground her hips and moved around in a circle. A moment later she came strongly, a delicious orgasm that seemed to last for several minutes and Niles followed quickly behind. When his hands had stopped shaking, he carefully undid her blindfold, smiling when her mischievous blue eyes found his.

"You've got some nerve, Butler Boy." she chided softly.

"And you are remarkable, brunette." he teased back and allowed her to roll off him.

"You do realize that this could've gone wrong."

"Yes, but I had to take that risk, C.C." he said gently, pushing a strand of hair behind her ear.

"And what do we do now?" she whispered, propping her head up on is chest.

He swallowed, wondering if this was the moment to tell her that he loved her.

"We have got this studio for a couple more hours, don't we?" she continued, amusement sparkling in her eyes.

"Does that mean you want more?" he growled, drawing lazy circles over her arm.

"Oh, much more, Butler Boy." she purred in return.


	2. Chapter 2

**Hello everyone!:) I know I'm pathetic and unreliable. I asked you guys if you wanted to have a second part and sooo many of you said yes, as a matter of fact I think I never got that many reviews for one of my "M" stories and what do I do? Well, anything BUT write part 2...I'm really sorry. But today's my free day and I thought that you guys as well as myself deserved a little treat!;) Anyways, leave me a review and tell me what you thought, though obviously this won't be as original anymore as part 1 was. ;)**

**Disclaimer: I don't own any of the characters, I just find them incredibly sexy and interesting.^^  
**

**Part 2:**

C.C. dozed off after a couple of minutes, still overwhelmed by what had easily qualified as the most intense love-making she had ever experienced. Luckily for her she was so tired at that point that her brain didn't dwell on the particular wording she had used, for had she realized that what they had shared was more than just sex, the evening would have drawn to an early close and what a shame that would have been. But seeing as C.C. didn't question her feelings at that moment in time and she easily drifted off to sleep, Niles used the opportunity to take her all in. He had had many fantasies in his time, most of which concerned the gorgeous blonde by his side and some were certainly more outrageous than others, but they also had one thing in common: They always ended with a mutual confession of love. But the trouble was, while he had nearly blurted it out as the orgasm had approached, C.C. had given no indication that she felt the same. There was, of course, the plain fact that she wanted to do it again and yet he knew that this didn't mean she shared his feelings. But Niles' plan had only been so risky because he was madly in love with her… otherwise he wouldn't have tried and this was something he knew he had to tell her eventually. As the minutes ticked past and Niles grew more and more accustomed to their mingled scent that still lingered in the air, as well as the light weight of her body so close to his, he also became more nervous. And finally, when the silence became too much to bear, he slowly turned on his side to face her.

"Miss Babcock," he called softly, nipping on her neck while his right hand traced a line from her shoulder to her breast.

C.C. awoke when she felt his fingertips brushing over her nipple and his baritone whispering sweet words into her ear. And it was with a start that she realized that she could get used to this and she sighed when every touch triggered a familiar pulling at her core.

"Niles," she whispered and in those first few seconds when she opened her light-blue eyes, the feeling within them was so overwhelmingly sincere that he was at a loss for words.

"I was wondering if maybe you wanted to…" he mumbled, blushing fiercely.

It had been one thing to voice these thoughts just after they had made love, but now that time had passed it felt ridiculous and embarrassing to talk to her like that. The vulnerable look in her eyes that had stolen his breath a moment ago was suddenly replaced by a seductive one.

"Isn't it obvious what I want?" she asked huskily.

And when he still made no move, she determinedly took his hand and guided it down over her stomach until it came to rest just between her legs, allowing him to feel just how wet she already was again. C.C. closed her eyes and suppressed a shiver when his thumb grazed her clit and Niles groaned as he instantly felt himself harden.

"Come with me," he whispered, climbing from the stage and pulling her up to her feet.

Curious though she was she half wished he would have just taken her then and there, but she trusted him enough to see what he had planned. When he came to a sudden standstill, she wrapped her arms around him, pressing her breasts against his back and peered over his shoulder to see that they were standing in front of a bathtub.

"I thought," he began to explain "that we need to get all this paint off your body before it permanently sticks to you."

The look of disappointment was wiped off her face when she saw that he was grinning.

"You surprised me once tonight, think you can do it again?" she challenged and walked past him.

She sat down on the edge of the tub; hands placed on either side of her body and arched her back to expose herself completely to him. Niles swallowed as his eyes left her sky-blue orbs, to wander down her naked body. With her hourglass figure and well-formed curves she was easily the most sensual woman he had ever laid eyes on.

"Miss Babcock, there is something I have to tell you," he began but C.C. chose that precise moment to slightly spread her legs.

"What is it, lover?" she asked innocently.

"You're making this very hard for me," he moaned, closing his eyes.

"I can see that." she whispered and his eyes snapped open again when he felt her hand applying gentle pressure to his cock.

All thoughts concerning his confession gone once more, he hastily climbed into the tub and helped her join him.

"Turn your back to me." he instructed and C.C. reluctantly complied.

A moment later when the water had reached the right temperature he began to wash her. The warmth of the water combined with the touch of his skillful hands were enough to cause the throbbing to return.

"You're so very beautiful," he whispered kissing her neck while his left hand was kneading her ass cheek.

She moved her head so that it came to rest against his shoulder as she moaned: "I want you to touch me, Niles."

And not a second later she could feel his hard dick press against her, while his strong arms enveloped her waist and one hand disappeared in her damp curls. She moaned loudly as his fingers explored her lips, always grazing her clit in the process and before she knew what she was doing she had begun to rub her body against Niles' cock.

"I'm going to make you cum now," Niles growled into her ear, before he tenderly bit her earlobe.

While he continued to finger her with one hand, the other left her body to adjust the hold on the shower head. Gently he forced her to spread her legs and she cried out in pleasure when the strong current of the water hit her at her most sensitive spot.

"Oh fuck, Niles," she moaned, her ability to stand up right dwindling by the second.

The combination of his hot lips on her skin, his fingers stimulating her and the harsh water hitting her clit in an intoxicating pulse was too much for her and her panting grew louder and louder.

"Oh fuck yes, come on…come on," she cried, egging him on as she felt a powerful orgasm building up.

Her engorged clit was throbbing with pain and pleasure alike and when Niles finally inserted one finger, she felt herself tense before she found release. All she could hear was the blood thundering in her ears and her panting that still filled the air. And while she tried to control her shaking body, she felt Niles' warm hands tenderly gliding over her thighs, washing her clean.

"Come with me," he repeated climbing out of the tub and holding her hand to steady her. "Can you stand upright?" he then asked and when she nodded he disappeared for a moment, only to return with a number of towels which he scattered across the floor. "Lie down," he instructed and she gave him a grateful smile.

Once she was comfortable on the floor, he covered her with a towel and then lay down by her side.

"That was remarkable," C.C. commented in awe "You really know how to serve others."

He gave her a weak smile that looked a bit as if he had a toothache and while she was wondering what was troubling him, she gazed down the length of his naked body.

"You…you, did you cum?" she stammered, noticing that something wasn't up anymore "But I didn't touch you…"

"You are a beautiful woman and I made you cum, I heard you moan, of course it's going to affect me." he explained, smiling softly.

She still looked at him incredulously, almost as if he had pulled another prank on her.

"C.C., you turn me on like no other woman does. You can drive me wild with your voice alone… I love you, I have for a very long time." he whispered.

When he finally found the courage to look her in the eye he wished he hadn't, for she looked utterly confused and shocked. He sighed deeply and gently removed her hand that had been drawing patterns across his chest. He had just opened the door, when someone pushed it shut and a warm hand wrapped around his wrist. As he turned around, C.C. used the opportunity to roughly push him against the door, crushing her lips onto his.

"I want you to make love to me." she breathed against his hungry lips.

"C.C., please, don't torture me." he begged, desperate to save a shred of dignity.

"Shut up, Butler Boy and take me." she growled, and her hands roughly wrapped around his cock and began to massage it.

"Oh God, C.C.," he moaned, leaning his head against the door as she continued to rub him hard while her lips explored his chest.

"All I know" she whispered huskily "is that you make me feel like no-one else ever has. I don't know if that's love but God I need you."

And to emphasize her point, she moved closer, inserting just the tip of his dick into her wet quim. Fast as lightning he switched their positions, pushing her against the door before fully plunging inside her. C.C. groaned loudly and wrapped her leg around his waist, increasing the speed of their rhythm.

"I love you, C.C.," he moaned, burying his head in her hair as he shot the full force of his release inside her.

After the last waves of his orgasm had died down, he remained where he was, hands resting against the door on either side of her, trying to catch his breath.

"Niles," C.C. asked quietly, cupping his face and the shyness and the warmth in her gaze rendered him speechless for the second time that day "I think it's safe to say that I'm falling for you."


End file.
